Exhibit 10.3


 


 




 





 


FIRST AMENDMENT TO

LOAN AGREEMENT


 


 


Dated as of March 9, 2007


 


 


By and Among


 


ART MORTGAGE BORROWER PROPCO
2006-1B L.P.


and


ART MORTGAGE BORROWER OPCO
2006-1B L.P.,


collectively, as Borrower


 


 


and


 


 


UBS REAL ESTATE SECURITIES
INC.,


as Lender


 


 




 
























 


FIRST AMENDMENT TO 

LOAN AGREEMENT


 


THIS FIRST AMENDMENT TO
LOAN AGREEMENT, dated as of March 9, 2007 (this “First Amendment”), by and between UBS REAL
ESTATE SECURITIES INC., a Delaware corporation, having an address at
1285 Avenue of the Americas, New York, New York 10019 (together with its
successors and assigns, “Lender”), and ART MORTGAGE BORROWER PROPCO 2006-1B L.P., a Delaware
limited partnership (“Propco Borrower”),
and ART MORTGAGE BORROWER OPCO 2006-1B L.P.,
a Delaware limited partnership (“Opco Borrower”,
and together with Propco Borrower, individually or collectively, as the context
may require, “Borrower”), each having an
address at 10 Glenlake Parkway, Suite 800, Atlanta, Georgia 30328.


 


RECITALS


 


WHEREAS, Lender and Borrower
entered into a certain Loan Agreement (the “Original Loan Agreement”),
dated as of December 8, 2006, pursuant to the terms of which, among other
things, Lender agreed to make a loan (the “Loan”) to
Borrower in the original principal amount of $119,500,000.00, which Loan was
evidenced by (i) that certain Promissory Note of even date with the
Original Loan Agreement made by Borrower in favor of Lender in the original
stated principal amount of $119,500,000.00 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Original Note”);


 


WHEREAS, UBS Real Estate
Securities Inc., a Delaware corporation (together with its successors and
assigns, “1C Lender”), made a loan (the “1C Loan”) to ART Mortgage Borrower Propco 2006-1C L.P., a Delaware
limited partnership (“Propco 1C Borrower”),
and ART Mortgage Borrower Opco 2006-1C L.P., a Delaware limited partnership (“Opco 1C Borrower”, and together with Propco 1C Borrower,
collectively, “1C Borrowers”), pursuant to that
certain Loan Agreement, dated as of December 8, 2006, by and among 1C
Lender and the 1C Borrowers (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the “Original 1C
Loan Agreement”), which 1C Loan was evidenced by that certain
Promissory Note, dated as of December 8, 2006, in the original stated
principal amount of $61,500,000.00 (as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time, the “Original 1C Note”);


 


WHEREAS, the Loan and the 1C
Loan were cross-collateralized and cross-defaulted with each other;


 


WHEREAS, Lender and 1C
Lender desire to uncross the Loan and the 1C Loan so that no collateral under
the Original Loan Agreement shall be collateral under the Original 1C Loan Agreement,
no collateral under the Original 1C Loan Agreement shall be collateral under
the Original Loan Agreement, no Event of Default under and as defined in the
Original Loan Agreement shall constitute an Event of Default under and as
defined in the Original 1C Loan Agreement, and no Event of Default under and as
defined in the Original 1C Loan Agreement shall constitute an Event of Default
under and as defined in the Original Loan Agreement;


 


2





















 


WHEREAS, Lender has released
certain Individual Properties under and as defined in the Loan Agreement from
the lien of the security instruments encumbering them in order that Propco
Borrower can convey such Individual Properties to Propco 1C Borrower to be encumbered
pursuant to security instruments in favor of 1C Lender as collateral security
for the repayment of the 1C Loan;


 


WHEREAS, 1C Lender has
released that Individual Property (under and as defined in the 1C Loan
Agreement) located in East Dubuque, Illinois (the “Dubuque
Property”) from the lien of the security instrument encumbering
it in order that Propco 1C Borrower can convey the Dubuque Property to Propco
Borrower to be encumbered pursuant to a security instrument in favor of Lender
as collateral security for the repayment of the Loan;


 


WHEREAS, (i) Lender and
Borrower are amending and restating the Original Note pursuant to that certain
Amended and Restated Note of even date herewith in the stated principal amount
of $65,700,000.00 (the Original Note as so amended and restated, and as the
same may be further amended, restated, replaced, supplemented or otherwise
modified from time to time, the “Note”)
in order to evidence that the Loan has been repaid in the principal amount of
$71,800,000.00 and new proceeds have been advanced in the principal amount of
$18,000,000.00, such that the principal amount of the Loan has decreased as a
function of the decrease in the aggregate Allocated Loan Amounts of the
Individual Properties encumbering the Loan as of the date hereof and (ii) 1C
Lender and 1C Borrower have amended and restated the Original 1C Note pursuant
to that certain Amended and Restated Note of even date herewith in the stated
principal amount of $115,300,000.00 in order to evidence that the 1C Loan has
been repaid in the principal amount of $18,000,000.00 and new proceeds have
been advanced in the principal amount of $71,800,000.00, such that the
principal amount of the 1C Loan has increased as a function of the increase in
the aggregate Allocated Loan Amounts of the Individual Properties encumbering
the 1C Loan as of the date hereof and (iii) as of the date hereof, the
principal amount of the Loan and 1C Loan, in the aggregate, is equal to the
principal amount of the Original Loan and the Original 1C Loan, in the
aggregate, and the stated principal amount of the Note and the 1C Note, in the
aggregate, equals the original stated principal amount of the Original Note and
the Original 1C Note, in the aggregate;


 


WHEREAS, (i) Lender and
Borrowers are amending the Original Loan Agreement pursuant to this First
Amendment thereto (the Original Loan Agreement, so amended, and as it may be
further amended, restated, replaced, supplemented or otherwise modified from
time to time, the “Loan Agreement”)
in order to replace certain of the Schedules and amend certain terms and
provisions of the Original Loan Agreement to evidence and reflect accurately
those Individual Properties to be encumbered as collateral securing the
repayment of the Loan as of the date hereof and in order to uncross the Loan
from the 1C Loan and (ii) 1C Lender and 1C Borrowers are amending the
Original 1C Loan Agreement pursuant to that certain First Amendment thereto of
even date herewith in order to replace certain of the Schedules and amend the
terms and provisions of the Original 1C Loan Agreement to evidence and reflect
accurately those Individual Properties to be encumbered as collateral securing
the repayment of the 1C Loan as of the date hereof and in order to uncross the
1C Loan from the Loan;


 


3





















 


WHEREAS, the Loan has been
prepaid in the principal amount of $53,800,000 without prepayment penalty,
premium or fee of any kind, and such principal amount has been readvanced
pursuant to the 1C Loan;


 


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound, do hereby agree as follows:


 


I.                                         MODIFICATIONS
TO SCHEDULES


 


Section 1.1            Schedules I, II, VI, VII, VIII,
IX and 3.1 to the Loan Agreement are hereby deleted in their entirety and
replaced with the Schedules I, II, VI, VII, VIII, IX and 3.1 attached
hereto as Exhibit A.


 


II.                                     MODIFICATIONS
TO LOAN TERMS


 


Section 2.1            The definitions of “Cross Borrower”, “Cross Event of
Default”, “Cross Guaranty”, “Cross Lender”, “Cross Loan”, “Cross Loan Agreement”,
“Cross Mortgage” and “Cross Security Agreement” are hereby deleted in their
entirety from Section 1.1 of the Loan Agreement.


 


Section 2.2            The definitions of “Assignment of Leases”, “Capital
Expenditure Maximum Amount”, “Cash Management Agency Agreement”, “Individual
Property”, “Loan”, “Loan Documents”, “Management Agreement”, “Mortgage”, “Note”
and “Security Agreement” are hereby deleted in their entirety and replaced with
the following new definitions:


 


“Assignment of Leases” shall mean, (i) with
respect to each Original Individual Property, that certain first priority
Assignment of Leases and Rents, dated as of December 8, 2006, as amended
by that certain First Amendment to Assignment of Leases, dated as of March 9,
2007, from Propco Borrower, as assignor, to Lender, as assignee, as the same
may be amended, restated, replaced, supplemented or otherwise modified from
time to time, and (ii) with respect to the New Individual Property, that
certain first priority Assignment of Leases and Rents, dated as of March 9,
2007, from Propco Borrower, as assignor, to Lender, as assignee, as the same
may be amended, restated, replaced, supplemented or otherwise modified from
time to time.


 


“Capital Expenditure
Maximum Amount” shall mean, as of any date, an amount equal to
Seven Hundred Thousand Eight Hundred and No/100 Dollars ($700,800.00) less the
Allocated Capital Expenditure Amount of each Individual Property previously
released from the lien of the Mortgage (or, in lieu of such release, which
Mortgage is assigned by Lender) pursuant to Section 2.4 or Section 2.5,
and less the Allocated Capital Expenditure Amount of a Substituted Property
pursuant to Section 11.29, but plus the Allocated Capital
Expenditure Amount of a Substitute Property pursuant to Section 11.29,
subject in all cases to a maximum aggregate of $700,800.00.


 


“Cash Management Agency
Agreement” shall mean, collectively, (i) that certain Cash
Management Agency Agreement, dated as of December 8, 2006, as amended as
of March 9, 2007, between Propco Borrower and Guarantor, (ii) that
certain Cash Management 


 


4





















 


Sub-Agency
Agreement dated as of December 8, 2006, as amended as of March 9,
2007, between Guarantor and Logistics and (iii) that certain Amended and
Restated Administrative Services and Cost Allocation Agreement dated as of December 8,
2006, as amended as of March 9, 2007, between Opco Borrower and Logistics,
in each case as the same may be further amended, restated, replaced,
supplemented or otherwise modified from time to time in accordance with the
terms of this Agreement.


 


“Individual Property” shall mean each
Original Individual Property and each New Original Individual Property, as
applicable.


 


“Loan” shall mean the
loan in the aggregate principal amount of Sixty-Five Million Seven Hundred
Thousand and No/100 Dollars ($65,700,000.00) made by Lender to Borrower
pursuant to this Agreement.


 


“Loan Documents” shall mean,
collectively, this Agreement, the Note, the Mortgage, the Assignment of Leases,
the Cash Management Agreement, the Environmental Indemnity, the Guaranty, the
Assignment of Management Agreement, the Security Agreement and any other
document pertaining to the Property as well as all other documents now or
hereafter executed and/or delivered in connection with the Loan, as the same
may be amended, restated, replaced, supplemented or otherwise modified from
time to time.


 


“Management Agreement” shall mean (a) that
certain Amended and Restated Management Agreement, dated as of the date hereof,
between Propco Borrower and Manager, as the same may be amended or otherwise
modified from time to time in accordance with the terms of this Agreement, or (b) if
the context requires, a replacement management agreement entered into by and
between Borrower and a Qualified Manager in accordance with the terms of this
Agreement.


 


“Mortgage” shall mean, (i) with
respect to each Original Individual Property, that certain first priority
Mortgage, Assignment of Leases and Rents, Fixture Filing and Security
Agreement, Deed of Trust, Assignment of Leases and Rents, Fixture Filing and
Security Agreement and/or Deed to Secure Debt, Assignment of Leases and Rent,
Fixture Filing and Security Agreement, dated as of December 8, 2006, as
amended in each case by that certain First Amendment thereto, dated as of March 9,
2007, in each case executed and delivered by Propco Borrower and encumbering
the applicable Original Individual Property, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time and (ii) with
respect to the New Individual Property, that certain first priority Deed of
Trust, Assignment of Leases and Rents, Fixture Filing and Security Agreement,
dated as of March 9, 2007, executed and delivered by Propco Borrower and
encumbering the New Individual Property, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.


 


“Note” shall mean
that certain Amended and Restated Promissory Note dated as of the date hereof
made by Borrower in the stated principal amount of Sixty-Five Million Seven
Hundred Thousand and No/100 Dollars ($65,700,000.00), and, if applicable, the
Defeased Note and the Undefeased Note, in each case as the same may be amended,
restated, replaced, supplemented, increased, extended, consolidated or
otherwise modified from time to time.


 


5





















 


“Security Agreement” shall mean
that certain Amended and Restated Security Agreement, dated as of the date
hereof, made by Borrower in favor of Lender, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.


 


Section 2.3            The following new definitions of “New Individual
Property” and “Original Individual Property” shall be added to Section 1.1
of the Loan Agreement in appropriate alphabetical order:


 


“New Individual Property” shall mean the
parcel of real property located at the address listed on Schedule VI and
referenced as the “New Individual Property” thereon, other than the New
Individual Property to the extent it becomes a Release Property or Expansion
Parcel upon being released pursuant to Section 2.4, 2.5 or 11.30,
the Improvements thereon and all personal property owned by Borrower and
encumbered by a Mortgage, together with all of Borrower’s rights pertaining to
such property and Improvements, all as more particularly described in the
Granting Clauses of the applicable Mortgage.


 


“Original Individual Property” shall mean each parcel of
real property located at each address listed on Schedule VI and
referenced as an “Original Individual Property” thereon, other than any
Original Individual Property to the extent it becomes a Release Property or
Expansion Parcel upon being released pursuant to Section 2.4, 2.5
or 11.30, the Improvements thereon and all personal property owned by
Borrower and encumbered by a Mortgage, together with all of Borrower’s rights
pertaining to such property and Improvements, all as more particularly
described in the Granting Clauses of the applicable Mortgage.


 


Section 2.4            Section 3.1.16 of the Loan Agreement is hereby
amended by deleting the phrase “, Cross Lender” from the second sentence
thereof.


 


Section 2.5            Section 3.1.24 of the Loan Agreement is hereby
amended by (i) deleting the words “and the Cross Borrower,” from clause (e) thereof,
(ii) deleting the words “and the Cross Borrower,” from clause (n) thereof,
(iii) deleting the words “and the Cross Borrower,” from clause (w) thereof,
and (iv) deleting in its entirety the last paragraph thereof.


 


Section 2.6            Section 5.1.1(a)(xi)(B) of the Loan
Agreement is hereby amended by deleting the dollar amount “$79,667” in the proviso
thereof and replacing it with “$43,800”.


 


Section 2.7            Section 6.4.1 of the Loan Agreement is hereby
amended by deleting the number “32,841,000” in clause (a) thereof and
replacing it with the number “20,470,000”.


 


Section 2.8            Section 10.1 of the Loan Agreement is amended by
deleting clause (xii) thereof and replacing it with the following new clause
(xii):


 


“(xii) intentionally
omitted;”


 


Section 2.9            Section 11.24 of the Loan Agreement is hereby
amended by deleting clause (d) thereof in its entirety and replacing it
with the following new clause (d):


 


6





















 


“(d) Notwithstanding
anything to the contrary contained herein or in any other Loan Documents,
unless the Loan is being transferred to a “special servicer” or is then being “specially
serviced” (in which case Borrower may be required to deal with one primary
Servicer and one “special servicer”), Borrower shall be required to deal with
only one Servicer acting on behalf of all Persons comprising Lender (the “primary
Servicer”), with respect to any consents, approvals or notices required or
permitted from, or to, Servicer or Lender pursuant to the Loan Documents (it
being understood that such primary Servicer may need to consult with other
Persons that hold a portion of Lender’s rights and obligations under the Loan
or with the Rating Agencies in connection with any such consent, approval or
notice and that a so-called “special servicer” may act as such primary
Servicer). Lender may replace such primary Servicer with another primary
Servicer at any time in Lender’s sole discretion. As of the date hereof,
Wachovia Bank, N.A., in its capacity as servicer under a Servicing Agreement
with Lender, is hereby designated as the primary Servicer and unless and until
Borrower is notified by all Persons comprising Lender of a new primary
Servicer, Borrower shall be permitted to rely conclusively and irrevocably on
such designation.”


 


Section 2.10         Section 11.27 of the Loan Agreement is hereby
amended by deleting in their entirety clauses (g), (h) and (i) thereof.


 


Section 2.11         Section 11.28 of the Loan Agreement is hereby
amended by deleting it in its entirety and replacing it with the following new Section 11.28:


 


“Section 11.28
Intentionally Omitted.”


 


III.                                 AMENDMENT
TO OTHER LOAN DOCUMENTS


 


Section 3.1            Omnibus Amendment to All Loan
Documents. As of
the date hereof, each reference to the defined terms which have been modified
pursuant to this Amendment shall be deemed to be a reference to such defined
term as so modified, and any reference to the principal amount of the Note or
the Loan shall be deemed to be a reference to such principal amount as so
increased or decreased pursuant to this Amendment and as evidenced by the Note.


 


Section 3.2            The Environmental Indemnity is hereby amended by
deleting Exhibit A thereto in its entirety and replacing it with a new Exhibit A
attached hereto as Schedule I.


 


Section 3.3            The Assignment of Management Agreement is hereby
amended by deleting Exhibit A thereto in its entirety and replacing it
with a new Exhibit A attached hereto as Schedule II.


 


IV.                                REAFFIRMATION
OF GUARANTEES


 


Section 4.1            In connection with this Amendment, Guarantor hereby:


 


7





















 


(i)            Consents
to and acknowledges this Amendment and acknowledges and agrees that any and all
documents entered into in connection with the Amendment hereto do not and shall
not impair, reduce or adversely affect the nature of the obligations of
Guarantor under the Guaranty and the Environmental Indemnity.


 


(ii)           Acknowledges
that the Guaranty and the Environmental Indemnity and the obligations of
Guarantor contained in the Guaranty and the Environmental Indemnity are
continuing and in full force and effect.


 


(iii)          Acknowledges
that this reaffirmation of the Guaranty and the Environmental Indemnity is for
the benefit of Lender.


 


V.                                    MISCELLANEOUS


 


Section 5.1            Except with respect to terms that are defined in this
Amendment or terms used in the Original Loan Agreement that are redefined in
this Amendment, capitalized terms used in this Amendment shall have the meaning
given such terms in the Original Loan Agreement.


 


Section 5.2            Except as specifically modified and amended herein,
all other terms, conditions and covenants contained in the Original Loan Agreement
shall remain in full force and effect.


 


Section 5.3            All references in the Loan Documents to the Loan
Agreement shall mean the Loan Agreement as hereby modified.


 


Section 5.4            Notwithstanding anything to the contrary in this
Agreement or in any other Loan Document, Lender hereby acknowledges that all
fees, costs and expenses incurred with respect to the execution of this
Amendment or any other Loan Document and any and all of the transactions
contemplated by this Amendment or any other Loan Document will be the
responsibility of Lender.


 


Section 5.5            This Amendment may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same
document. All such counterparts shall be construed together and shall
constitute one instrument, but in making proof hereof it shall only be
necessary to produce one such counterpart.


 


Section 5.6            This Amendment shall be binding upon and inure to the
benefit of the parties and their respective heirs, legal representatives,
permitted successors and permitted assigns.


 


Section 5.7            This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York and any applicable law of
the United States of America.


 


Section 5.8            No modification, amendment, extension, discharge,
termination or waiver of any provision of this Amendment or of any other Loan
Document, nor consent to any departure by Borrower therefrom, shall in any
event be effective unless the same shall be in a 


 


8





















 


writing signed by the
party against whom enforcement is sought, and then such waiver or consent shall
be effective only in the specific instance, and for the purpose, for which
given.


 


Section 5.9            As amended by this Amendment, all terms, covenants and
provisions of the Original Loan Agreement are ratified and confirmed and shall
remain in full force and effect as first written.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


9


















 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their duly authorized
representatives, all as of the day and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ART MORTGAGE BORROWER PROPCO
  2006-1B L.P.,

  
	
   

  	
  a Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ART Mortgage Borrower Propco GP 2006-1B

  
	
   

  	
   

  	
  LLC, a Delaware limited liability company,
  its

  
	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Americold Realty Trust, a Maryland real
  estate

  
	
   

  	
   

  	
   

  	
  investment trust, its sole equity member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Neal Rider

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Neal Rider

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President and Chief Operating Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ART MORTGAGE BORROWER OPCO
  2006-1B L.P.,

  
	
   

  	
  a Delaware limited
  partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ART Mortgage Borrower Opco GP 2006-1B LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company, its
  general

  
	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  AmeriCold Logistics, LLC, a Delaware
  limited

  
	
   

  	
   

  	
   

  	
  liability company, its sole equity member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Neal Rider

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Neal Rider

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President and Chief Operating Officer

  



 

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  UBS REAL ESTATE SECURITIES
  INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terrence Haas

  
	
   

  	
   

  	
  Name:

  	
  Terrence
  Haas

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Henry Chung

  
	
   

  	
   

  	
  Name:

  	
  Henry
  Chung

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  CROSS LENDER:

  
	
   

  	
   

  
	
   

  	
  UBS
  REAL ESTATE SECURITIES INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terrence Haas

  
	
   

  	
   

  	
  Name:

  	
  Terrence
  Haas

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Henry Chung

  
	
   

  	
   

  	
  Name:

  	
  Henry
  Chung

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  AMERICOLD
  REALTY TRUST, a Maryland

  
	
   

  	
  real estate investment trust

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Neal Rider

  
	
   

  	
   

  	
  Name:

  	
  Neal
  Rider

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  



 

















 


	
   

  	
  MANAGER:

  
	
   

  	
   

  
	
   

  	
  ART
  MANAGER LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Americold
  Realty Trust, a Maryland real estate investment

  
	
   

  	
   

  	
  trust,
  its sole equity member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Neal Rider

  
	
   

  	
   

  	
  Name:

  	
  Neal
  Rider

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Operating Officer